JONES PROGRAMMING PARTNERS 2-A LTD
10-Q, 1998-11-13
MOTION PICTURE & VIDEO TAPE PRODUCTION
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<PAGE>
 
                                   FORM 10-Q
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

 
(Mark One)
[x]  Quarterly report pursuant to Section 13 or 15(d) of the Securities 
     Exchange Act of 1934
For the quarterly period ended September 30, 1998.
                               ------------------
[ ]  Transition report pursuant to Section 13 or 15(d) of the Securities 
     Exchange Act of 1934
For the transition period from _______________ to _______________.


                         Commission File Number 0-20944

 
                     Jones Programming Partners 2-A, Ltd.
- --------------------------------------------------------------------------------
                Exact name of registrant as specified in charter

Colorado                                                             #84-1088819
- --------------------------------------------------------------------------------
State of organization                                      I.R.S. employer I.D.#


   9697 East Mineral Avenue, P.O. Box 3309, Englewood, Colorado  80155-3309
   ------------------------------------------------------------------------
                     Address of principal executive office

                     
                                (303) 792-3111
                         -----------------------------
                         Registrant's telephone number


Indicate by check mark whether the registrant (l) has filed all reports required
to be filed by Section l3 or l5(d) of the Securities Exchange Act of l934 during
the preceding l2 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes   X                                                                 No 
     ---                                                                    ---
<PAGE>
 
                      JONES PROGRAMMING PARTNERS 2-A, LTD.
                      ------------------------------------
                            (A Limited Partnership)

                                        
                                     INDEX
                                     -----
                                        
                                                             Page
                                                            Number
                                                            ------
PART I.  FINANCIAL INFORMATION                              
 
   Item 1.  Financial Statements
 
       Unaudited Statements of Financial Position as of
         December 31, 1997 and September 30, 1998               3
 
       Unaudited Statements of Operations for the
         Three and Nine Months Ended September 30, 1997         4
         and 1998    
 
       Unaudited Statements of Cash Flows for the
         Nine Months Ended September 30, 1997 and 1998          5
 
       Notes to Unaudited Financial Statements as of
         September 30, 1998                                   6-7
 
   Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations       8-11


PART II.  OTHER INFORMATION                                    12

                                       2
<PAGE>
 
                      JONES PROGRAMMING PARTNERS 2-A, LTD.
                      ------------------------------------
                            (A Limited Partnership)

                   UNAUDITED STATEMENTS OF FINANCIAL POSITION
                   ------------------------------------------
<TABLE>
<CAPTION>
 
 
                                                                             December 31,  September 30,
                              ASSETS                                            1997          1998
                              ------                                        ------------  -------------
<S>                                                                         <C>           <C>
CASH AND CASH EQUIVALENTS                                                    $   526,005   $   115,545
 
ACCOUNTS RECEIVABLE                                                               74,823             -
 
INVESTMENT IN AND ADVANCES FOR FILM PRODUCTION,
  net of accumulated amortization of $3,666,515 and $3,686,343 as of
  December 31, 1997 and September 30, 1998, respectively (Note 3)                364,736       344,908
                                                                             -----------   -----------
          Total assets                                                       $   965,564   $   460,453
                                                                             ===========   ===========

        LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
        -------------------------------------------

LIABILITIES:
  Accounts payable to affiliates                                             $     8,622   $     4,794
  Accrued distributions to partners                                              141,781             -
  Accrued liabilities                                                            123,910         3,500
                                                                             -----------   -----------
                      Total liabilities                                          274,313         8,294
                                                                             -----------   -----------
PARTNERS' CAPITAL (DEFICIT):
  General Partner:
    Contributed capital                                                            1,000         1,000
    Distributions                                                                (30,431)      (33,267)
    Accumulated deficit                                                          (10,906)      (10,461)
                                                                             -----------   -----------
                      Total general partner's deficit                            (40,337)      (42,728)
                                                                             -----------   -----------
  Limited partners:
    Contributed capital, net of offering costs  (11,229 units outstanding
       as of December 31, 1997 and September 30, 1998)                         4,823,980     4,823,980
    Distributions                                                             (3,012,602)   (3,293,328)
    Accumulated deficit                                                       (1,079,790)   (1,035,765)
                                                                             -----------   -----------
                     Total limited partners' capital                             731,588       494,887
                                                                             -----------   -----------
                     Total partners' capital                                     691,251       452,159
                                                                             -----------   -----------
                     Total liabilities and partners' capital                 $   965,564   $   460,453
                                                                             ===========   ===========
 
</TABLE>



        The accompanying notes to these unaudited financial statements
         are an integral part of these unaudited financial statements.

                                       3
<PAGE>
 
                      JONES PROGRAMMING PARTNERS 2-A, LTD.
                      ------------------------------------
                            (A Limited Partnership)

                       UNAUDITED STATEMENTS OF OPERATIONS
                       ----------------------------------
<TABLE>
<CAPTION>
                                                 For the Three Months         For the Nine Months
                                                  Ended September 30,          Ended September 30,  
                                                ------------------------    ------------------------  
                                                  1997            1998        1997            1998
                                                --------        --------    --------        --------
<S>                                             <C>             <C>         <C>            <C>
GROSS REVENUES                                  $ 77,268         $ 7,513     $184,686       $145,167
 
COSTS AND EXPENSES:
  Costs of filmed entertainment                   76,859               -      181,744         19,828
  Distribution fees and expenses                   3,156           3,757       17,771         72,320
  Operating, general and administrative expenses  24,502           6,030       64,165         23,602
                                                --------         -------     --------       --------
 
          Total costs and expenses               104,517           9,787      263,680        115,750
                                                --------         -------     --------       --------
 
OPERATING INCOME (LOSS)                          (27,249)         (2,274)     (78,994)        29,417
                                                --------         -------     --------       --------
 
OTHER INCOME:
  Interest income                                  7,978           3,894       32,253         15,033
  Other income                                         -               -            -             20
                                                --------         -------     --------       --------
 
          Total income                             7,978           3,894       32,253         15,053
                                                --------         -------     --------       --------
 
NET INCOME (LOSS)                               $(19,271)        $ 1,620     $(46,741)      $ 44,470
                                                ========         =======     ========       ========
 
ALLOCATION OF NET INCOME (LOSS):
  General partner                               $   (193)        $    16     $   (467)      $    445
                                                ========         =======     ========       ========
 
  Limited partners                              $(19,078)        $ 1,605     $(46,274)      $ 44,025
                                                ========         =======     ========       ========
NET INCOME (LOSS) PER LIMITED
   PARTNERSHIP UNIT                             $  (1.70)        $   .15     $  (4.12)      $   3.92
                                                ========         =======     ========       ========
 
WEIGHTED AVERAGE NUMBER OF LIMITED
   PARTNERSHIP UNITS OUTSTANDING                  11,229          11,229       11,229         11,229
                                                ========         =======     ========       ========
</TABLE>



         The accompanying notes to the unaudited financial statements
         are an integral part of these unaudited financial statements.

                                       4
<PAGE>
 
                      JONES PROGRAMMING PARTNERS 2-A, LTD.
                      ------------------------------------
                            (A Limited Partnership)

                       UNAUDITED STATEMENTS OF CASH FLOWS
                       ----------------------------------
<TABLE>
<CAPTION>
                                                                  For the Nine Months
                                                                  Ended September 30,
                                                             -----------------------------
                                                                 1997             1998
                                                             ------------      -----------
<S>                                                          <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                            $ (46,741)       $  44,470
  Adjustments to reconcile net income (loss) to net
    cash provided by (used in) operating activities:
      Amortization of filmed entertainment costs                 181,744           19,828
      Amortization of discount                                   (14,207)               -
      Net change in assets and liabilities:
        Decrease in accounts receivable                            4,677           74,823
        Increase in other assets                                    (275)               -
        Decrease in accounts payable to affiliates               (13,136)          (3,850)
        Decrease in accrued liabilities                           (4,397)        (120,410)
                                                                ---------        ---------
 
          Net cash provided by (used in) operating activities    107,665          (14,883)
                                                                ---------        ---------
 
CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from payment of note receivable by General Partner    389,166                -
                                                                ---------        ---------
 
          Net cash provided by investing activities              389,166                -
                                                                ---------        ---------
 
CASH FLOWS FROM FINANCING ACTIVITIES:
  Distributions to partners                                     (425,343)        (425,343)
                                                                ---------        ---------
 
          Net cash used in financing activities                 (425,343)        (425,343)
                                                                ---------        ---------
 
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                  71,488         (410,460)
 
CASH AND CASH EQUIVALENTS, beginning of period                   537,638          526,005
                                                                ---------        ---------
CASH AND CASH EQUIVALENTS, end of period                       $ 609,126        $ 115,545
                                                                =========        =========
</TABLE>



         The accompanying notes to the unaudited financial statements
         are an integral part of these unaudited financial statements.

                                       5
<PAGE>
 
                      JONES PROGRAMMING PARTNERS 2-A, LTD.
                      ------------------------------------
                            (A Limited Partnership)

                    NOTES TO UNAUDITED FINANCIAL STATEMENTS
                    ---------------------------------------


(1)  BASIS OF PRESENTATION
     ---------------------

     This form 10-q is being filed in conformity with the SEC requirements for
     unaudited financial statements and does not contain all of the necessary
     footnote disclosures required for a fair presentation of the Statements of
     Financial Position and Statements of Operations and Cash Flows in
     conformity with generally accepted accounting principles.  However, in the
     opinion of management, this data includes all adjustments, consisting only
     of normal recurring accruals, necessary to present fairly the financial
     position of Jones Programming Partners 2-A, Ltd. (the "Partnership") as of
     December 31, 1997 and September 30, 1998 and its results of operations and
     its cash flows for the three and nine month periods ended September 30,
     1997 and 1998.  Results of operations for these periods are not necessarily
     indicative of results to be expected for the full year.

(2)  TRANSACTIONS WITH AFFILIATED ENTITIES
     -------------------------------------

     The General Partner is entitled to reimbursement from the Partnership for
     its direct and indirect expenses allocable to the operations of the
     Partnership, which shall include, but not be limited to, rent, supplies,
     telephone, travel, legal expenses, accounting expenses, preparation and
     distribution of reports to investors and salaries of any full or part-time
     employees.  Because the indirect expenses incurred by the General Partner
     on behalf of the Partnership are immaterial, the General Partner generally
     does not charge indirect expenses to the Partnership.  The General Partner
     charged $14,860 and $2,954 to the Partnership for direct expenses to the
     Partnership for the three months ended September 30, 1997 and 1998,
     respectively.  For the nine month periods ended September 30, 1997 and
     1998, $41,684 and $8,389, respectively, of direct expenses were charged to
     the Partnership.

(3)  INVESTMENT IN AND ADVANCES FOR FILM PRODUCTION
     ----------------------------------------------

     "Charlton Heston Presents: The Bible"
      ----------------------------------- 

     In May 1992, the General Partner, on behalf of the Partnership, entered
     into an agreement with Agamemnon Films, an unaffiliated party, to produce
     four one-hour programs for television, entitled "Charlton Heston Presents:
     The Bible" (the "Bible Programs").  The production costs of the Bible
     Programs were approximately $2,130,000.  In addition, the Partnership paid
     a $240,000 production and overhead fee to the General Partner.  In return
     for agreeing to fund these production costs, the Partnership acquired all
     rights to the Bible Programs in all markets and in all media in perpetuity.
     The Partnership subsequently assigned half of its ownership of the Bible
     Programs to an unaffiliated party for an investment of $1,000,000 toward
     the production costs for the Bible Programs.  After consideration of the
     reimbursement, the Partnership's total investment in the Bible Programs is
     $1,369,764.  From inception to September 30, 1998, the Partnership has
     recognized $1,623,503 of gross revenue from this film, of which $695,710
     has been retained by the distributors of the film for their fees and
     marketing costs and $927,793 has been received by the Partnership as of
     September 30, 1998. The Partnership recovered its remaining investment in
     this film in June 1998.

     "The Whipping Boy"
      ---------------- 

     In August 1993, the Partnership acquired the film rights to the Newbury
     Award-winning book "The Whipping Boy." "The Whipping Boy" was produced as a
     two hour telefilm which premiered in the North American television market
     on The Disney Channel. The film's final cost was approximately $4,100,000.
     As of September 30, 1998, the Partnership had invested $2,661,487 in the
     film, which included a $468,000 production and overhead fee paid to the
     General Partner. The film was co-produced by the General Partner and Gemini
     Films, a German company. The completed picture was delivered to The Disney
     Channel in the second quarter of 1994. From inception to September 30,
     1998, the Partnership has recognized $2,274,265 of gross revenue from this
     film, of which $2,100,000 represents the initial license fee from The
     Disney Channel that was used to finance the film's production. Of the
     remaining $174,265, $8,350 has been retained by the distributors of the
     film for
                                       6
<PAGE>
 
     their fees and marketing costs and $165,915 has been received by the
     Partnership as of September 30, 1998. The Partnership plans to recover its
     remaining investment in this film from net revenues generated from domestic
     and international home video and television markets. The Partnership's net
     investment in the film, after consideration of amortization, was $344,908
     as of September 30, 1998. The Partnership plans to recover its remaining
     investment in this film from net revenues generated from domestic and
     international home video and television markets or from the sale of the
     Partnership's interests in the film.

                                       7
<PAGE>
 
                      JONES PROGRAMMING PARTNERS 2-A, LTD.
                      ------------------------------------
                            (A Limited Partnership)

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                    ---------------------------------------
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                 ---------------------------------------------

                              FINANCIAL CONDITION
                              -------------------


Liquidity and Capital Resources
- -------------------------------

The Partnership's principal sources of liquidity are cash on hand and amounts
received from the domestic and international distribution of its programming.
As of September 30, 1998, the Partnership had $115,545 in cash.  It is not
anticipated that the Partnership will invest in any additional programming
projects, but instead will focus on the distribution and/or sale of its existing
programming projects.

Given the near completion of the second cycle distribution of the Partnership's
programming, regular quarterly distributions have been suspended beginning with
the quarter ended September 30, 1998.  However, for the nine months ended
September 30, 1998, the Partnership declared distributions totaling $283,562, of
which $141,781 was paid in May 1998, and $141,781 was paid in August 1998. The
Partnership will retain a certain level of working capital, including any
necessary reserves, to fund its operating activities.  Any amounts in excess of
the Partnership's working capital needs received from continued second cycle
distribution of the Partnership's programming may be periodically distributed to
partners.  In addition, future distributions will also be made from proceeds
received from the sale of the Partnership's assets.

The General Partner, on behalf of the Partnership, is currently involved in
efforts to sell the Partnership's interests in its programming projects.
Estimates of value obtained from independent consulting firms in late 1996 and
early 1997  are being used by the General Partner in planning sales.  There can
be no assurance that the ultimate negotiated sales prices of the programming
projects sold to unaffiliated parties will be at least equal to the films'
estimated fair market value.  If the General Partner or one of its affiliates
exercises its right to purchase a programming project, however, the sales price
for such a transaction will be at least equal to the average of three
independent appraisals of the programming project's fair market value.  Any sale
of all or substantially all of the Partnership's assets will be subject to the
approval of the Partnership's limited partners prior to closing of the sale.

The General Partner cannot predict at this time when or at what price the
Partnership's interests in its programming projects ultimately will be sold.
However, any direct costs incurred by the General Partner on behalf of the
Partnership in soliciting and arranging for the sale of the Partnership's
programming projects will be charged to the Partnership.  It is anticipated that
proceeds from the sale of the Partnership's interests in its programming will be
distributed to the partners upon such sale.  Based on the independent estimates
of value obtained for the Partnership's programming projects, it now appears
likely that the projects together with all prior distributions paid to the
limited partners will not be sufficient to return to the limited partners 100%
of their initial capital contributions made to the Partnership.

The General Partner believes that the Partnership has, and will continue to
have, sufficient liquidity to fund its operations and to meet its obligations.
Cash flow from operating activities will be generated primarily from the
Partnership's programming projects as follows:


"Charlton Heston Presents:  The Bible"
 ------------------------------------ 

In 1992, the General Partner, on behalf of the Partnership, entered into an
agreement with Agamemnon Films, an unaffiliated party, to produce four one-hour
programs for television, entitled "Charlton Heston Presents: The Bible" (the
"Bible Programs") for Arts and Entertainment Network ("A&E").  The production
costs of the Bible Programs were approximately $2,370,000, which included a
$240,000 production and overhead fee to the General Partner.  In return for

                                       8
<PAGE>
 
agreeing to fund these production costs, the Partnership acquired all rights to
the Bible Programs in all markets and in all media in perpetuity.

In order to reduce the Partnership's financial exposure, the General Partner, on
behalf of the Partnership, assigned one-half of the Partnership's interest in
the Bible Programs to GoodTimes Home Video Corporation ("GoodTimes"), an
unaffiliated entity directly involved in the specialty home video and
international television distribution business, for an investment by GoodTimes
of $1,000,000.  The Partnership and GoodTimes funded Jones Documentary Film
Corporation ("JDFC"), which in turn contracted with Agamemnon Films for the
production of the Bible Programs.  JDFC was formed to insulate the Partnership
and GoodTimes from certain risks and potential liabilities associated with the
production of programming in foreign countries because the Bible Programs were
filmed on location in the Holy Lands.

The Partnership and JDFC granted the General Partner the exclusive rights to
distribute the Bible Programs.  To accomplish this, the General Partner, on its
own behalf, and GoodTimes entered into an agreement to form J/G Distribution
Company to distribute the Bible Programs.  J/G Distribution Company was formed
in June 1992 and the Partnership granted it the sole and exclusive right to
exhibit and distribute, and to license others to exhibit and distribute, the
Bible Programs in all markets, all languages, and all media in perpetuity.  J/G
Distribution Company holds the copyright for the benefit of the Partnership (50
percent interest) and GoodTimes (50 percent interest).  J/G Distribution Company
is currently distributing the Bible Programs in the retail home video market.
As of September 30, 1998, gross sales made by J/G Distribution Company totaled
$2,746,838, of which $1,373,419 has been retained by J/G Distribution Company
for its fees and marketing costs, with the remaining $1,373,419 belonging 50
percent to the Partnership and 50 percent to GoodTimes.  Additionally, $250,000
was received directly by the Partnership as its share of the initial license fee
from A&E.  As of September 30, 1998, the Partnership had received $686,710 from
J/G Distribution and the $250,000 from A&E.

The Partnership recovered its remaining net investment in the Bible Programs in
June 1998.

"The Whipping Boy"
 ---------------- 

In August 1993, the Partnership acquired the film rights to the Newbury Award-
winning book "The Whipping Boy."  The project was co-developed by the
Partnership and The Disney Channel and produced by the General Partner and
German and French co-production partners.  The completed telefilm was delivered
to The Disney Channel in the second quarter of 1994 and premiered in the North
American television market in July 1994.  As of September 30, 1998, the
Partnership had invested $2,661,487 in the film, which included a $468,000
production and overhead fee payable to the General Partner.  The Partnership has
received approximately $2,100,000 from The Disney Channel for licensing certain
rights to the film to The Disney Channel.

The Partnership was responsible for approximately one-half of the $4,100,000
production cost, with the balance of the production budget funded by Gemini
Films and other co-production partners and/or territorial advances from the
film's international distributors.  The amount contributed to the production
budget by the Partnership was partially reimbursed by the license advances
totaling $2,100,000 received from the Disney Channel.

Gemini Films will have, in perpetuity, the copyright and all exploitation rights
to the film in German language territories (defined as Germany, Austria, German-
speaking Switzerland and German-speaking Luxembourg).  Although these
exploitation rights will remain the sole property of Gemini Films, Gemini Films
will account to the Partnership for any revenue therefrom.

The Partnership will own the worldwide copyright, excluding German language
territories, in perpetuity.  Although the Partnership will own all exploitation
rights in all media in North America, which is defined as the United States,
Canada and their respective territories and possessions, the Partnership will
account to Gemini Films for any revenue generated therefrom.

From the movie's North American revenues, the Partnership will first be entitled
to recover its investment plus interest.  Thereafter, the Partnership will
receive 90 percent of all North American revenues and Gemini Films will receive
10 percent of such revenues.  With respect to international revenues from the
movie's distribution, after Gemini Films recovers $250,000 of its investment in
the movie's production budget, any funded overages and interest out of net
international revenues, the Partnership will receive 20 percent of net
international revenues and Gemini Films will receive 80 percent.

                                       9
<PAGE>
 
In March 1995, the General Partner, on behalf of the Partnership, entered into
an agreement with an unaffiliated party granting rights to distribute "The
Whipping Boy" in the non-theatrical domestic markets.  Non-theatrical markets
include 16mm sales and rentals, in-flight, oil rigs, ships at sea, military
installations, libraries, restaurants, hotels, motels or other institutional or
commercial enterprises.  As of September 30, 1998, gross sales made under this
agreement totaled $38,348, of which $8,325 was retained by the distributor for
its fees and $30,023 was received by the Partnership.

In May 1995, the General Partner, on behalf of the Partnership, entered into a
distribution agreement with an unaffiliated party granting rights to distribute
"The Whipping Boy" in the domestic home video market for a period not to exceed
five years.  As of September 30, 1998, net sales earned and received by the
Partnership under this agreement totaled $135,121.

The General Partner and Gemini Films selected Canal Plus Distribution as the
company that will distribute and exploit the movie outside of North America.
Canal Plus Distribution will earn distribution fees of 15 percent of the film's
gross receipts outside of North America, and it will be reimbursed for its
expenses capped at 10 percent of the film's gross receipts outside of North
America (excluding dubbing costs).  Canal Plus Distribution will be responsible
for accounting and remitting to Gemini Films the net revenues from the film's
distribution in all markets and in all media outside of North America.  Gemini
Films will be responsible for forwarding the Partnership's share of such
revenues within 10 days of receipt of such funds from Canal Plus.

During the fourth quarter of 1996, the General Partner reassessed the
anticipated total gross revenue remaining from the distribution of "The Whipping
Boy" in available international and domestic television and home video markets.
Based on revised estimated television and home video sales projections provided
by an independent consultant, a reduction was made to the Partnership's estimate
of total gross revenue to be recognized from the future distribution of the
film.  Accordingly, based on the reduced revenue projections for the film, a
determination was made by the General Partner that the Partnership's net
investment in "The Whipping Boy" of $952,731 exceeded the film's estimated net
realizable value of approximately $375,000 as of December 31, 1996.  As a
result, a loss from write-down of film production cost of $575,000 was incurred
to reduce the unamortized cost of the film to its estimated net realizable value
as of December 31, 1996.  The film's estimated net realizable value was
calculated based on an estimate of anticipated revenues remaining over the life
of the film from international and domestic television and home video
distribution, net of estimated distribution fees and costs, as of December 31,
1996.  These revenue projections were estimated based on the film's prior
distribution history, the remaining international and domestic territories
available to the film for future television and home video distribution, and the
General Partner's and the independent consultant's previous distribution
experience with other films.

The Partnership plans to recover its remaining net investment in this film of
$344,908 primarily from net revenues generated from international and domestic
home video and television distribution or sale of the Partnership's interests in
the film.

                             RESULTS OF OPERATIONS
                             ---------------------

Revenues of the Partnership decreased $69,755, from $77,268 to $7,513 for the
three months ended September 30, 1997 and 1998, respectively.  Revenues of the
Partnership decreased $39,519, from $184,686 to $145,167 for the nine months
ended September 30, 1997 and 1998, respectively.  These decreases were primarily
the result of decreases in the distribution of "The Whipping Boy".  Revenues
from the Bible Programs increased $2,799, from $4,712 to $7,511 for the three
months ended September 30, 1997 and 1998, respectively and increased $110,745,
from $33,893 to $144,638 for the nine months ended September 30, 1997 and 1998,
respectively. However, revenues received from "The Whipping Boy" decreased
$72,555 to $0 for the three months ended September 30, 1997 and 1998,
respectively, and decreased $150,264, from $150,793 to $529 for the nine months
ended September 30, 1997 and 1998, respectively.

Filmed entertainment costs decreased $76,859 to $0 for the three months ended
September 30, 1997  and 1998, respectively. Filmed entertainment costs decreased
$161,916, from $181,744 to $19,828 for the nine months ended September 30, 1997
and 1998, respectively. These decreases were the result of the full amortization
of the capitalized production costs relating to the Bible Programs during 1998.
Also, the decreases were the result of lower revenue from the "Whipping Boy"
during similar periods as discussed above.  Filmed entertainment costs are
amortized over the life of the film in the ratio that current gross revenues
bear to anticipated total gross revenues.

                                       10
<PAGE>
 
Distribution fees and expenses increased $601, from $3,156 to $3,757 for the
three months ended September 30, 1997  and 1998, respectively.  Distribution
fees and expenses increased $54,549, from $17,771 to $72,320 for the nine months
ended September 30, 1997 and 1998, respectively. These increases were the result
of increased distribution fees paid related to the increased revenue of the
Bible Programs as discussed above.  Distribution fees and expenses relate to the
compensation due and costs incurred by unaffilliated parties in selling the
Partnership's programming in the domestic and international markets.  The timing
and amount of distribution fees and expenses vary depending upon the individual
market in which programming is distributed.

Operating, general and administrative expenses decreased $18,472, from $24,502
to $6,030 for the three months ended September 30, 1997 and 1998, respectively.
Operating and general and administrative expenses decreased $40,563, from
$64,165 to $23,602 for the nine months ended September 30, 1997 and 1998,
respectively.  These decreases were due primarily to decreased direct costs
allocable to the operations of the Partnership that were charged to the
Partnership by the General Partner and its affiliates in 1998 as compared to
1997.  The decrease in direct costs allocable to the Partnership's operations
resulted mainly from the decrease in General Partner personnel expenses and the
decrease in direct time spent by the affiliates of the General Partner on the
accounting and legal functions of the Partnership.

Interest income decreased $4,084, from $7,978 to $3,894 for the three months
ended September 30, 1997 and 1998, respectively.  Interest income decreased
$17,220, from $32,253 to $15,033 for the nine months ended September 30, 1997
and 1998, respectively. These decreases in interest income were due primarily to
the decrease of $14,207 and the related amortization of a note for the nine
months ended September 30, 1998 with no amortization for the nine months ended
September 30, 1998.  The interest income was related to the amortization of the
discount on the promissory notes received from the General Partner as part of
the September 1995 sale of the film "Household Saints".  In addition, interest
income decreased by $3,013 for the nine months ended September 30, 1998 as
compared to the similar period in 1997 as a result of lower average cash
balances.

                                       11
<PAGE>
 
                          Part II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K.

         a)  Exhibits

             27)  Financial Data Schedule

         b)  Reports on Form 8-K

             None

                                       12
<PAGE>
 
                                  SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                      JONES PROGRAMMING PARTNERS 2-A, LTD.
                                      BY:  JONES ENTERTAINMENT GROUP, LTD.
                                           General Partner



                                      By:  /s/ Steven W. Gampp
                                           -------------------------------
                                           Steven W. Gampp
                                           Vice President/Finance and Treasurer
                                           (Principal Financial Officer)

Dated: November 13, 1998

                                       13

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
       
<S>                                        <C>
<PERIOD-TYPE>                              9-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-START>                             JAN-01-1998
<PERIOD-END>                               SEP-30-1998
<CASH>                                         115,545
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                 460,453
<CURRENT-LIABILITIES>                            8,294
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                     452,159
<TOTAL-LIABILITY-AND-EQUITY>                   460,453
<SALES>                                              0
<TOTAL-REVENUES>                               145,167
<CGS>                                                0
<TOTAL-COSTS>                                (115,750)
<OTHER-EXPENSES>                                    20
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              15,033
<INCOME-PRETAX>                                 44,470
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             44,470
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    44,470
<EPS-PRIMARY>                                     3.92
<EPS-DILUTED>                                     3.92
        

</TABLE>


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